UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For
the Quarterly Period Ended
OR
For the transition period from ______________ to ______________
Commission
File No.
(Exact name of small business issuer as specified in its charter)
| 5511 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The number of shares of Common Stock (.0001 par value) of the registrant outstanding was at March 28, 2024.
EXPLANATORY NOTE
HIMALAYA TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JANUARY 31, 2024
TABLE OF CONTENTS
| 2 |
PART I
ITEM 1. FINANCIAL STATEMENTS
HIMALAYA TECHNOLOGIES, INC.
INDEX TO FINANCIAL STATEMENTS
| 3 |
Himalaya Technologies Inc
Condensed Consolidated Balance Sheets
(Unaudited)
| January 31, | July 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Investments | ||||||||
| Intangible assets | ||||||||
| Digital assets | ||||||||
| Website design | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Derivative liability | ||||||||
| Loan from affiliate | ||||||||
| Loans payable due to non-related parties, net | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock; $ par value authorized: shares; issued and outstanding and | ||||||||
Preferred stock Class A; $ par value authorized: shares; issued and outstanding and | ||||||||
| Preferred stock Class B; $ par value authorized: shares; issued and outstanding and | ||||||||
| Preferred stock Class C; $ par value authorized: shares; issued and outstanding and | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| 4 |
Himalaya Technologies Inc
Condensed Consolidated Statement of Operations
(Unaudited)
| For the Three Months Ended January 31, | For the Six Months Ended January 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Amortization expense | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Derivative expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in derivative liability | ( | ) | ( | ) | ||||||||||||
| Loss on debt conversions | ( | ) | ( | ) | ||||||||||||
| Gain on sale of oil and gas properties | ||||||||||||||||
| Investment gain | ||||||||||||||||
| Other income | ||||||||||||||||
| Total other income (expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) per share, basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common equivalent | ||||||||||||||||
| share outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 5 |
Himalaya Technologies Inc
Condensed Consolidated Statement of Stockholders’ Deficit
(Unaudited)
| Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | ||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | No par value | Number of Shares | $0.0001 par value | Number of Shares | $0.0001 par value | Number of Shares | $0.0001 par value | Additional paid-in capital | Accumulated deficit | Total stockholders’ deficit | ||||||||||||||||||||||||||||||||||
| Balance, July 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Preferred shares issued for accrued compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Conversion of related party debt to preferred shares | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Preferred shares issued for FOMO beverage | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Common shares issued for accrued compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible debt into common shares | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Common shares issued for acquistion of Trademark | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Common shares issued in private placements | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Recognition of warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, January 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, July 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for accrued compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Recognition of warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, January 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 6 |
Himalaya Technologies Inc
Condensed Consolidated Statement of Cash Flows
(Unaudited)
| For the Six Months Ended January 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows provided by (used for) operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to resoncile net loss to net cash provided by (used for) operating activities: | ||||||||
| Amortization expense | ||||||||
| Gain on sale of oil and gas properties | ( | ) | ||||||
| Loss on debt conversions | ||||||||
| Investment gain | ( | ) | ||||||
| Change in derivative liability | ( | ) | ||||||
| Derivative expense | ||||||||
| Amortization of debt discount | ||||||||
| Shares/ Warrants issued for services | ||||||||
| Increase (decrease) in assets and liabilities: | ||||||||
| Accounts payable | ||||||||
| Accrued interest on loans payable | ||||||||
| Net cash used for operating activities | ( | ) | ( | ) | ||||
| Cash flows provided by (used for) Investing activities | ||||||||
| Payments for acquisitions of intangible assets | ( | ) | ||||||
| Payments of website design | ( | ) | ( | ) | ||||
| Net cash used for investing activities | ( | ) | ( | ) | ||||
| Cash flows provided by (used for) Financing activities | ||||||||
| Proceeds from private placement | ||||||||
| Payment of related party loan | ( | ) | ( | ) | ||||
| Proceeds from loan from affiliate | ||||||||
| Proceeds from non-related loans | ||||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Preferred stock issued for accrued compensation | $ | $ | ||||||
| Common stock issued for accrued compensation | $ | $ | ||||||
| Common stock issued for debt | $ | $ | ||||||
| Common shares issued for acquistion of Trademark | $ | $ | ||||||
| Conversion of related party debt to preferred shares | $ | $ | ||||||
| Preferred shares issued for FOMO beverage | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| 7 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
Note 1 – ORGANIZATION
Himalaya
Technologies, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s
principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended
July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude
oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma
and New Mexico. The Company previously had leases on two properties that were fully depleted prior to July 31, 2021. Over the past few
years, the company generated approximately $
On June 28, 2021 the Company amended its Articles of Incorporation to change the name of the Company to “Himalaya Technologies, Inc.” from “Homeland Resources Ltd.”
The Company’s business plan includes completing a mainstream social site “Goccha!” to compete with mainstream social networks and benefit from potential disruption to the market caused by the Federal government planned ban on TikTok, develop additional social networks targeting niche vertical markets, the development of a FOMO healthy energy drink under notice of allowance for trademark by the USPTO, the launch of its ERC20 EVEREST crypto token, and developing and funding telehealth platform businesses.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023.
In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of January 31, 2024 and the results of operations and cash flows for the three and six months ended January 31, 2024 and 2023. The results of operations for the three and six months ended January 31, 2024 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.
| 8 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
Consolidation
The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, Everest Networks, Inc. (formerly KANAB CORP). All material intercompany transactions and accounts have been eliminated in the consolidation.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:
Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
The Company has recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
The Company recognizes derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations.
Assets and liabilities measured at fair value are as follows as of January 31, 2024:
| 9 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets | ||||||||||||||||
| Investments | ||||||||||||||||
| Total assets measured at fair value | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| Total liabilities measured at fair value | ||||||||||||||||
Assets and liabilities measured at fair value are as follows as of July 31, 2023:
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets | ||||||||||||||||
| Investments | ||||||||||||||||
| Total assets measured at fair value | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| Total liabilities measured at fair value | ||||||||||||||||
During the three and six months ended January 31, 2024 and 2023, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods.
Income Taxes
On January 31, 2024, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors, and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions.
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
| 10 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
Crude Oil and Natural Gas Properties
During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022.
Revenue Recognition
The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.
Stock-Based Compensation
The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Intangible Assets
The Company’s intangible assets include the Goccha! (formerly Kanab.Club) website, which was developed for external use. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.
Goodwill and Other Acquired Intangible Assets
The Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter.
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of January 31, 2024 and July 31, 2023, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
Note 3 – GOING CONCERN
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $
| 11 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors.
Note 4 – ACQUISITION OF EVEREST NETWORKS, INC. (formerly KANAB CORP.)
On
July 31, 2021, the Company acquired
As
consideration for the purchase, the Company issued shares of Class B preferred stock. As KANAB CORP. was acquired from the Company’s
Chief Executive Officer and a company controlled by the Company’s Chief Executive Office, the Company accounted for the acquisition
as an acquisition under common control, recorded at cost. The historical value of the development costs at acquisition for the website
design was $
The following summarizes the acquired intangible assets:
| January 31, | July 31, | |||||||
| 2024 | 2023 | |||||||
| Intangible assets | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Note 5 - INVESTMENTS
On
June 12, 2023, the Company purchased common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC)
by issuing FOMO WORLDWIDE, INC. Series A Preferred shares. The fair value of the PTOP shares received was $
Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES
On
June 28, 2021, the Company received a loan of $
| 12 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
On
May 10, 2023, the Company sold
Note 7 - CONVERTIBLE NOTE PAYABLES
The
Company had convertible note payables with two third parties with stated interest rates ranging between
| Lender | Origination | Maturity | January 31, 2024 | July 31, 2023 | Interest | |||||||||||
| $ | $ | % | ||||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
| Unamortized discount | ( | ) | ||||||||||||||
| $ | $ | |||||||||||||||
The
convertible note for GS Capital Partners LLC converts at a price of
On
August 15, 2022, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $
On
November 1, 2023, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $
During
the six months ended January 31, 2024, third-party lenders converted $
The variables used for the Binomial model are as listed below:
| 13 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
| January 31,2024 | July 31, 2023 | |||
| ● | Volatility: |
Volatility: | ||
| ● | Risk free rate of return: |
Risk free rate of return: | ||
| ● | Expected term: |
Expected term: |
Note 8 – INCOME TAXES
The Company did not file its federal tax returns for fiscal years from 2012 through 2022. Management at year-end 2023 and 2022 believed that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years.
Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on October 31, and July 31, 2023 will not be fully realizable.
Note 9 – STOCKHOLDERS ‘EQUITY
Common Stock
During
the six months ended January 31, 2024, third-party lenders converted $
During the six months ended January 31, 2024, the Company issued shares of common stock to the Company’s CEO for the conversion of accrued compensation of $.
During
the six months ended January 31, 2024, the Company issued shares of common stock to acquire the trademark to FOMO Beverage,
valued at $
During
the six months ended January 31, 2024, the Company issued shares of common stock to in private placements for proceeds of
$
Preferred Stock
The preferred shares are in three classes:
| ● | Class A shares which,
authorized are convertible into shares of common shares for each share, these shares have | |
| ● | Class B shares,
authorized, which are convertible into shares of common shares for each share, these shares have |
| 14 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
| ● | Class C shares,
authorized, which are convertible into share of common shares for each share. These shares have |
During the six months ended January 31, 2024, the Company issued shares of Class A Preferred Stock to the Company’s CEO for the conversion of accrued compensation of $.
During the six months ended January 31, 2024, the Company issued shares of Class B Preferred Stock to the Company’s CEO for the conversion of accrued compensation of $.
During
the six months ended January 31, 2024, FOMO WORLDWIDE, INC. converted $
Warrants
On
June 22, 2021, the Company issued
On
June 29, 2021, the Company issued
On
June 28, 2021, the Company issued
These
FOMO Advisors LLC warrants were valued at $
During
the three months ended October 31, 2023, the Company was notified that FOMO Advisors, LLC ceased operations. As such, the Company recognized
the remaining $
During
the quarter ended April 30, 2023, FOMO Advisors, LLC exercised
On
January 22, 2024, the Company appointed Ron Zilkowski, CPA, MBA to its Advisory Board. The Company issued Mr. Zilkowski
On
January 23, 2024, the Company appointed Debbie Wildrick to its Advisory Board to guide and consult on the launch of health energy
drink under the “FOMO” brand. The Company issued Ms. Wildrick
| 15 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the table below. Since Black-Scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate award exercise and employee termination within the valuation model, whereby separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of granted awards is derived from the output of the option valuation model and represents the period of time that granted awards are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.
| Volatility | % | |||
| Expected life | ||||
| Risk free rate | % | |||
| Dividend yield | % |
The following table sets forth common share purchase warrants outstanding as of January 31, 2024 and July 31, 2023:
| Weighted Average | Intrinsic | |||||||||||
| Warrants | Exercise Price | Value | ||||||||||
| Outstanding, July 31, 2022 | ||||||||||||
| Warrants granted | - | |||||||||||
| Warrants exercised | ( | ) | - | |||||||||
| Warrants forfeited | - | |||||||||||
| Outstanding, July 31, 2023 | ||||||||||||
| Warrants granted | - | |||||||||||
| Warrants exercised | - | |||||||||||
| Warrants forfeited | - | |||||||||||
| Outstanding, January 31, 2024 | $ | $ | ||||||||||
Note 10 – COMMITMENTS AND CONTINGENCIES
On
August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $
During
the three months ended October 31, 2023, the Company accrued $ in compensation expense under this agreement and converted $
During
the six months ended January 31, 2024, the Company accrued $ in compensation expense under this agreement and converted $
| 16 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
On
January 24, 2024, the Company, along with FOMO WORLDWIDE, INC. signed a six month lease for $
Note 11 – SUBSEQUENT EVENTS
On
February 12, 2024, we appointed Charles Nahabedian to our Advisory Board to guide and consult on our launch of telehealth products and
services including smart kiosks and smart chairs. Mr. Nahabedian has spent over 55 years in the telecommunications industry, mostly with
Fortune 100 companies, where he developed and managed the realization of innovative systems and services both in international and domestic
markets. The Advisory Board Agreement includes w
On
February 10, 2024, we offered to invest in a developer and provider of artificial intelligence (“AI”)-based early cancer
detection technology and services utilizing several dozen unique tests for lung cancer, breast cancer, and other cancerous diseases.
We have offered a minority ownership position of our equity capitalization to the Target in exchange for an exclusive license to resell
testing services to the smart kiosk and smart chair markets in the telehealth, emergency medical clinic, K12, college and university,
nursing home, retirement community, municipal government, big box, and grocery store markets. Additionally, we are negotiating an option
to buy
On February 11, 2024, we offered to exchange a minority ownership of our equity capitalization for a like stake in a manufacturer of patented smart kiosks and smart chairs designed for the telehealth, emergency medical clinic, K12, college and university, nursing home, retirement community, municipal government, big box, and grocery store markets. Additionally, we are negotiating a dealer, reseller, or master agent agreement to directly offer the products along with AI-driven disease detection services. Subject to regulatory and legal review, we intend to spin-out/spin-off the Target to our shareholders or merge with the Target to align our Companies’ strategic interests.
On
March 10, 2024, we partnered with Renovi Recovery SRL (“Renovi!”), a real estate development Company based in Santo Domingo,
Dominican Republic (“DR”), to finance the development of a medical tourism resort in the #1 tourist destination in the Caribbean,
the Dominican Republic. For this work, we will be paid finder fees, stock options, and shares in Renovi! We are also exploring merging
some or all of the project into our Company. Additionally, the Company has appointed Renovi!’s CEO, David Burns, Ph.D., to its
Advisory Board to guide its entry into this multi-billion dollar market, assist on mergers and acquisitions including a potential combination
of Renovi! with Himalaya, and provide management consulting. The Advisory Board Agreement includes
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Item 2. Management’s Discussion and Analysis or Plan of Operation
This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
Plan of Operations
Himalaya Technologies, Inc. a/k/a Homeland Resources Ltd. (“Himalaya”, “HMLA,” “us,” “we,” the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma and New Mexico. The Company had leases on two properties that were fully depleted prior to July 31, 2019. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. Subsequent to July 31, 2022 the Company reached an agreement with the prior CEO to distribute the oil leases in payment of loan from shareholder.
The Company’s business plan includes completing a mainstream social site “Goccha!” to compete with mainstream social networks and benefit from potential disruption to the market caused by the Federal government planned ban on TikTok, develop additional social networks targeting niche vertical markets, the development of a FOMO healthy energy drink under notice of allowance for trademark by the USPTO, the launch of its ERC20 EVEREST crypto token, and developing and funding telehealth platform businesses.
At January 31, 2024, the Company had one wholly owned subsidiary, Everest Networks, Inc. (formerly KANAB CORP). and a second majority-owned subsidiary K2 Leisure, LLC (75%). The Company had one investment, Peer to Peer Network, Inc. (PTOP).
Everest Networks, Inc. (formerly KANAB CORP) is a development stage company previous targeting information services for the cannabis industry using its social site Kanab.Club (https://kanab.club/). We have decided to reskin the site for mainstream social media under the brand “Goccha!” and withdraw from the cannabis information market.
K2 Leisure, LLC, formed on or around January 22, 2024, is a development stage company designing and developing fashion leisure products under the FOMO brand name and other. It is 75% owned by our corporation and 25% owned by Eva Dixon dba I Do Designs by Eva,
On November 28, 2021 we executed a 19.9% stock purchase with GenBio, Inc. (“GenBio”; https://www.genbioinc.com/) a provider of nutraceutical products and services based on proprietary biotechnology that fight inflammation and high blood pressure. We issued 99,686 series B Preferred shares of stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership. Based on a stock price at closing of .0019 and 99,685,794 common stock equivalents, this valued the investment at $189,749. On May 16, 2023, we unwound our investment in GenBio, and subsequently received back 99,686 series B Preferred shares of stock.
On January 1, 2022, the Company executed a 19.9% stock purchase with The Agrarian Group LLC (“TAG”; http://www.theagrariangroup.com/), a provider of digital intelligence “AgtechDi” software designed from its granted patents to optimize the food supply chain by increasing food safety and profitability for growers who operate vertical farms, greenhouses, converted shipping containers, and other forms of controlled environment agriculture. TAG is focusing its technology on the broad produce market, but in the future may offer it to cannabis cultivators. TAG is a software platform and will never touch the cannabis plant, eliminating regulatory risk, in our view. Under the Investment Agreement, we issued TAG 99,686 Series B Preferred shares in exchange for 1,242,000 Class A Membership units of TAG. Based on a stock price at closing of .0012 and 99,868,000 common stock equivalents, this values the investment at $119,841. On April 3, 2023, we unwound our investment in TAG, and received back 99,686 series B Preferred shares of stock.
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On June 12, 2023, we purchased 210,000,000 common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing FOMO WORLDWIDE, INC. 1,680,000 of our Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the as if converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At January 31, 2024 and July 31, 2023, the value of the investment in PTOP was $63,000 and $21,000, respectively.
Our business plan included completing our social site Goccha! targeting health and wellness, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing our planned social sites including Goccha.net and Yinzworldwide.com.
The Company’s shareholder voting control is effectively controlled by its chairman and CEO, Vikram Grover, due to his ownership of (i) all 1,000,000 of the outstanding shares of the Company’s Series C Preferred Stock which has voting power of 100,000 votes per share, (ii) 5,962,179 shares of the Company’s Series A Preferred Stock directly (61.8% of that class’s outstanding shares) and 6,680,000 shares of the Company’s Series A Preferred Stock indirectly through a Company he controls (38.2%) which have 50 votes per share. and (iii) 247,094 shares of the Company’s Series B Preferred Stock directly (31.0% of that class’s outstanding shares) and 352,801 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (44.2%) which have 1,000 votes per share. With this voting power, Mr. Grover can determine the outcome of any matter put to a shareholder vote including taking corporate actions by shareholder consent.
Costs and Resources
Himalaya Technologies, Inc. is currently pursuing additional funding resources that will potentially enable it to maintain its current and planned operations through the next 12 months. The Company anticipates that it will need to raise additional capital in order to sustain and grow its operations over the next few years. To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. As of January 31, 2024, the Company had no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders or creditors will provide any portion of the Company’s future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.
The Company’s shareholder voting control is effectively controlled by its chairman and CEO, Vikram P. Grover, due to his ownership of (i) all 1,000,000 of the outstanding shares of the Company’s Series C Preferred Stock which has voting power of 100,000 votes per share, (ii) 5,962,179 shares of the Company’s Series A Preferred Stock directly (61.8% of that class’s outstanding shares) and 6,680,000 shares of the Company’s Series A Preferred Stock indirectly through a Company he controls (38.2%) which have 50 votes per share. and (iii) 247,094 shares of the Company’s Series B Preferred Stock directly (31.0% of that class’s outstanding shares) and 352,801 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (44.2%) which have 1,000 votes per share. With this voting power, Mr. Grover can determine the outcome of any matter put to a shareholder vote including taking corporate actions by shareholder consent.
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Results of Operation for the Three Months Ended January 31, 2024 and 2023
Revenues. During the three months ended January 31, 2024 and 2023, the Company had no revenues.
Cost of Revenues. During the three months ended January 31, 2024 and 2023, the Company had no cost of revenues.
Operating Expenses. During the three months ended January 31, 2024, the Company incurred operating expenses of $63,451 consisting primarily of stock based compensation and compensation expense. During the three months ended January 31, 2023, the Company incurred operating expenses of $359,371 consisting primarily of stock based compensation and compensation expense.
Other Income (Expenses). During the three months ended January 31, 2024, the Company recognized other expenses of $299,403 consisting of interest expense, derivative liability gains and investment gains and other income. During the three months ended January 31, 2023, the Company incurred other expenses of $147,613 consisting of interest expense, derivative liability gains, and other income.
Net Losses. As a result of the above, the Company recognized a net loss of $362,854, for the three months ended January 31, 2024, as compared to a net loss of $228,949 for the three months ended January 31, 2023.
Results of Operation for the Six Months Ended January 31, 2024 and 2023
Revenues. During the six months ended January 31, 2024 and 2023, the Company had no revenues.
Cost of Revenues. During the six months ended January 31, 2024 and 2023, the Company had no cost of revenues.
Operating Expenses. During the six months ended January 31, 2024, the Company incurred operating expenses of $359,371 consisting primarily of non-cash stock based compensation of $260,384 and compensation accrued expense of. $60,000. During the six months ended January 31, 2023, the Company incurred operating expenses of $163,053 consisting primarily of stock based compensation and compensation expense.
Other Income (Expenses). During the six months ended January 31, 2024, the Company recognized other expenses of $104,996 consisting of interest expense, derivative liability gains and investment gains and other income. During the six months ended January 31, 2023, the Company incurred other expenses of $249,239 consisting of interest expense, derivative liability gains, and other income.
Net Losses. As a result of the above, the Company recognized a net loss of $464,367, for the six months ended January 31, 2024, as compared to a net loss of $412,292 for the three months ended January 31, 2023.
Liquidity and Capital Resources
We have incurred losses since the inception of our business and as of January 31, 2024 we had an accumulated deficit of $9,107,967. As of January 31, 2024, the Company had cash balance of $5,107 and negative working capital of $688,861.
To date, we have funded our operations through short-term debt and equity financing. During the six months ended January 31, 2024, the Company received $871 in related party lending and $31,500 in third party lending. Additionally, we received gross proceeds of $36,000 through the sale of 36,000,000 common shares to an accredited investor under our qualified Tier 2 Regulation A offering.
We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of our automobile business. However, we do not expect to start generating revenues from our operations for another 12 months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Report we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may be unavailable in the amounts or the times when we require.
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Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.
Delinquent Loans
Our third-party loan of $145,500 from GS Capital Partners funded in June 2021 is currently in default, though we have not been given a notice of such by the lender and are in negotiations to satisfy the obligation amicably. Given recent decisions by the New York Supreme Court deeming variable convertible loans as usurious if discounts applied to shares are greater than 25%, and a March 1, 2024 SEC decree deeming sales of such shares as violations as they make such lenders unregistered dealers, we have asked GS Capital Partners to restructure the note in order to align their interests with all stakeholders. There are no assurances we will be successful in such negotiations and may seek legal remedies if we reach an impasse.
Off-balance Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “small reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report on Form 10-Q, our President and Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures are not effective in timely alerting them to material information relating to Himalaya Technologies, Inc. required to be included in our Exchange Act filings.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended April 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
We have been named in a business lawsuit by Swift Funding Source Inc. seeking monies owed, fees and penalties of $149,837.85 in the State of New York. We did not receive any funds from this third party provider of cash advances and have approached the claimant to amicably resolve this matter with our affiliate FOMO WORLDWIDE, INC.
We have been named in a business lawsuit by Globex Funding LLC seeking monies owed, fees and penalties of $161,631.25 in the State of New York. We did not receive any funds from this third party provider of cash advances and have approached the claimant to amicably resolve this matter with our affiliate FOMO WORLDWIDE, INC.
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Item 1A. Risk Factors.
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None
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Item 6. Exhibits.
| (a) | Exhibits. |
*Incorporated by Reference to the exhibits to the Registrant’s Form 10-12G, filed January 18, 2022 File Number 000-55282
** Incorporated by Reference to the exhibits to the Registrant’s Form 10-12G, filed January 18, 2022 File Number 000-55282. Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file number 333-147501. Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file number 333-147501.
*** Incorporated by Reference to the exhibit to the Registrant’s Form 8-K/A filed June 1, 2022.
**** Incorporated by Reference to the exhibit to the Registrant’s Form 8-K filed August 22, 2022
*****Incorporated by Reference to exhibit 10.1 to the Registrant’s Form 8-K filed July 6, 2021.
****** Incorporated by Reference to exhibit 10.1 to the Registrant’s Form 8-K/A filed November 2, 2022.
******* Incorporated by Reference to exhibit 6.4 to the Registrant’s Form 1-A filed November 17, 2023
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Himalaya Technologies, Inc. | |
| Date: March 28, 2024 | /s/ Vikram Grover |
| Vikram Grover, President | |
| (Principal Executive Officer) | |
| Date: March 28, 2024 | /s/ Vikram Grover |
| Vikram Grover, Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
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